Board Minutes – Reclassification of Shares only
These Board Minutes – Reclassification of shares can be used where a class of shares are re-classified, but only where no class rights are varied at the same time. For board minutes where the class rights are also varied, please see our Board Minutes – reclassification of shares and variation of class rights.
The process of converting issued shares from one class into another is called redesignation, reclassification or renaming of shares. Companies may seek to reclassify shares following a sale or re-organisation of a company or simply for administrative, historical or family reasons with shareholders choosing or needing to hold different classes of shares.
Assigning a new name or other classification to any class or description of shares requires the company to notify the Registrar in accordance with section 636 of the Companies Act 2006. For the purposes of complying with section 636, the company will need to pass an ordinary resolution to approve the re-classification procedure and file form SH08 with Companies House. Note that the company’s articles of association will also need to be checked to see whether they specify any particular additional procedural requirements.
If the rights attached to a class of shares are varied as part of the reclassification process, then the rules in the Companies Act 2006 on the variation of class rights must be followed. See our Guidance Note: Reclassification of shares and class consents.
These Board Minutes – Reclassification of shares are in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.
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